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Performance award and tax sell-to-cover for Nextpower (NXT) CAO

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nextpower Inc. Chief Accounting Officer Bennett David P reported compensation-related stock activity. He received a grant of 95,274 performance stock units (PSUs) that were earned after the Board certified relative total shareholder return results for the 2023–2026 performance period. Each earned PSU entitles him to one share of common stock upon vesting. In connection with the PSU vesting and conversion, 32,666 shares of common stock were sold in a mandated Rule 10b5-1 “sell-to-cover” transaction to satisfy tax withholding obligations, rather than as discretionary market sales. After these transactions, he directly holds 193,575 shares of Nextpower common stock.

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Insider Bennett David P
Role Chief Accounting Officer
Type Security Shares Price Value
Other Common Stock 32,666 $121.25 $3.96M
Grant/Award Common Stock 95,274 $0.00 --
Holdings After Transaction: Common Stock — 193,575 shares (Direct, null)
Footnotes (1)
  1. Reflects an award of performance stock units ("PSUs"), originally granted to the Reporting Person on June 21, 2023, that were earned upon the final certification by the Board of Directors of the Issuer (the "Board") on April 22, 2026, of the level of achievement of the rTSR modifier performance metric for the performance period from April 1, 2023 to March 31, 2026 The Reporting Person previously reported on a Form 4 filed with the SEC on May 22, 2024 the acquisition of 95,274 PSUs as initially earned pursuant to this award based on achievement of the applicable financial metrics for the performance period from April 1, 2023 to March 31, 2024. Such number of PSUs reported on such Form 4 reflected 75% of the number of PSUs initially earned, which was the minimum amount of PSUs that were eligible to be earned and eligible to vest at the end of the three-year performance period, regardless of the level of achievement of the rTSR modifier performance metric (the "Minimum PSU Amount"), subject generally to continued employment through the vesting date. The number of PSUs reported herein reflects the additional number of PSUs in excess of the Minimum PSU Amount earned upon certification of the Board of the level of achievement of the rTSR modifier performance metric applicable to such award. Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions. Reflects the number of shares required to be sold pursuant to a "sell-to-cover" transaction in order to satisfy the tax withholding obligations in connection with the vesting and conversion of PSUs. These sales are mandated by the Issuer's "sell-to-cover" policy adopted by the Issuer on March 2, 2023 pursuant to the requirements of Rule 10b5-1 and its authority under its equity incentive plan, and do not represent discretionary trades by the Reporting Person.
PSU award earned 95,274 units Performance stock units earned for April 1, 2023–March 31, 2026 period
Sell-to-cover shares 32,666 shares Shares sold to cover tax withholding at $121.25 per share
Sell-to-cover price $121.25/share Price for 32,666 common shares in mandated tax sale
Post-transaction holdings 193,575 shares Common shares directly held after April 2026 transactions
Interim holdings after PSU acquisition 226,241 shares Direct common stock position immediately after PSU-related acquisition
Restructuring shares 32,666 shares Classified under other acquisition or disposition (Code J)
performance stock units ("PSUs") financial
"Reflects an award of performance stock units ("PSUs"), originally granted to the Reporting Person"
rTSR modifier performance metric financial
"level of achievement of the rTSR modifier performance metric for the performance period"
sell-to-cover financial
"Reflects the number of shares required to be sold pursuant to a "sell-to-cover" transaction"
Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.
Rule 10b5-1 regulatory
"sell-to-cover policy adopted by the Issuer on March 2, 2023 pursuant to the requirements of Rule 10b5-1"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
equity incentive plan financial
"pursuant to the requirements of Rule 10b5-1 and its authority under its equity incentive plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Bennett David P
(Last)(First)(Middle)
C/O NEXTPOWER INC.
6200 PASEO PADRE PARKWAY
(Street)
FREMONT CALIFORNIA 94555
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Nextpower Inc. [ NXT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/22/2026A95,274(1)(2)(3)(4)A$0(1)(2)(3)(4)226,241D
Common Stock04/24/2026J(5)32,666(5)D$121.25193,575D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Reflects an award of performance stock units ("PSUs"), originally granted to the Reporting Person on June 21, 2023, that were earned upon the final certification by the Board of Directors of the Issuer (the "Board") on April 22, 2026, of the level of achievement of the rTSR modifier performance metric for the performance period from April 1, 2023 to March 31, 2026
2. The Reporting Person previously reported on a Form 4 filed with the SEC on May 22, 2024 the acquisition of 95,274 PSUs as initially earned pursuant to this award based on achievement of the applicable financial metrics for the performance period from April 1, 2023 to March 31, 2024. Such number of PSUs reported on such Form 4 reflected 75% of the number of PSUs initially earned, which was the minimum amount of PSUs that were eligible to be earned and eligible to vest at the end of the three-year performance period, regardless of the level of achievement of the rTSR modifier performance metric (the "Minimum PSU Amount"), subject generally to continued employment through the vesting date.
3. The number of PSUs reported herein reflects the additional number of PSUs in excess of the Minimum PSU Amount earned upon certification of the Board of the level of achievement of the rTSR modifier performance metric applicable to such award.
4. Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions.
5. Reflects the number of shares required to be sold pursuant to a "sell-to-cover" transaction in order to satisfy the tax withholding obligations in connection with the vesting and conversion of PSUs. These sales are mandated by the Issuer's "sell-to-cover" policy adopted by the Issuer on March 2, 2023 pursuant to the requirements of Rule 10b5-1 and its authority under its equity incentive plan, and do not represent discretionary trades by the Reporting Person.
/s/ Philip Reuther, as attorney-in-fact for David P. Bennett04/24/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Nextpower (NXT) report for its Chief Accounting Officer?

Nextpower’s Chief Accounting Officer Bennett David P reported earning 95,274 performance stock units and a related sale of 32,666 common shares in a mandated sell-to-cover transaction for taxes. Following these compensation-related events, he directly holds 193,575 shares of Nextpower common stock.

How many Nextpower (NXT) shares did the CAO receive through performance stock units?

Bennett David P earned 95,274 performance stock units tied to a three-year performance period. Each unit represents the right to receive one share of Nextpower common stock upon vesting, following the Board’s certification of the relative total shareholder return performance metric.

Why were 32,666 Nextpower (NXT) shares sold in connection with the CAO’s award?

The 32,666 shares were sold solely to cover tax withholding obligations from the vesting and conversion of performance stock units. These sales occurred under Nextpower’s Rule 10b5-1 “sell-to-cover” policy and are described as non-discretionary, not open-market sales chosen by the executive.

How many Nextpower (NXT) shares does the Chief Accounting Officer hold after these transactions?

After the reported award and related sell-to-cover sale, Bennett David P directly holds 193,575 shares of Nextpower common stock. This figure reflects his position following the April 2026 compensation-related stock transactions disclosed in the Form 4 filing.

What performance period and metrics determined the Nextpower (NXT) PSU award for the CAO?

The performance stock units were tied to a performance period from April 1, 2023 to March 31, 2026. They were earned based on achievement of financial metrics and an rTSR modifier performance metric, as certified by Nextpower’s Board of Directors on April 22, 2026.